Letter Agreement, signed June 18, 2024, by and between Damon Motors Inc. and XTI Aerospace, Inc

Exhibit 10.1

Letter Agreement

CONFIDENTIAL

June 15, 2024

Dear Damon Motors Inc. Securityholder,

The Company has completed an offering (the “Offering”) in multiple tranches of 12% convertible notes (each a “Note” and collectively, the “Notes”) and common share purchase warrants of the Issuer (each a “Warrant” and collectively, the “Warrants”, and collectively with the Notes, the “Securities”) to the investors pursuant to several Securities Purchase Agreements in substantially the same form (each, a “Purchase Agreement”, collectively, the “Purchase Agreements”) and as compensation to Joseph Gunnar & Co., LLC.

Pursuant to section 13 of the certificates evidencing the Notes (the “Note Certificates”), each Note and the obligations of the Company and the rights of the Investor (as defined therein) under each Note may be amended, waived, discharged or terminated (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely) with the prior written consent of the Company and the “Requisite Holders”, being the Holders holding an aggregate principal amount of Notes representing more than fifty percent (50%) of the aggregate principal amount of all then-outstanding Notes.

Pursuant to Section 4(l) of the certificates evidencing the Warrants (“Warrant Certificates”), the amendment of the Warrants is subject to section 5.4 of the underlying securities purchase agreement pursuant to which Warrants were issued (the “Purchase Agreement”).

Pursuant to section 5.4 of the Purchase Agreement, the Purchase Agreement (and by extension, the Warrants) may be waived, modified, supplemented or amended by written instrument signed, in the case of an amendment, by the Company and “Purchasers” (as defined therein) holding at least 50.01% in interest of the Notes (the “Majority Purchasers”) at the time of the respective amendment or modification.

You were a participant in the Offering and executed Purchase Agreement(s) and are a holder of Note Certificate(s) and Warrant Certificate(s). The Company is seeking your agreement to certain amendments to the Notes, Warrants and Purchase Agreement as set forth in this Agreement. The Company requires the “Requisite Holder” approval to amend the Note Certificates and the “Majority Purchasers” approval to amend the Purchase Agreements and the Warrant Certificates. If those approval thresholds are achieved, your Note Certificate, Warrant Certificate and Purchase Agreement may be amended notwithstanding you have not entered into this Agreement.

If the amendments set forth in this Agreement are acceptable to you, please countersign this Agreement by executing the signature page at the end of this Agreement.

In consideration of the mutual covenants hereafter contained, the undersigned hereto covenants and agrees that said Warrant Certificates, Note Certificates and Purchase Agreements are hereby amended, and the waivers herein are hereby provided, effective as of the day first written above, as follows, subject to receiving the “Requisite Holder” approval and the “Majority Purchasers” approval, as applicable.

“(j) the incurrence of any debt or the issuance of any debt securities, whether secured or unsecured or in priority to the obligations of the Notes or not, by the Company or its Subsidiaries to Grafiti Holding Inc. or Streeterville Capital, LLC and their respective Affiliates, and any guarantee by the Company or its Subsidiaries in respect of any such debt and any guarantee by the Company of any debt incurred by Grafiti Holding Inc. to Streeterville Capital, LLC and its Affiliates (collectively, “Grafiti Indebtedness”); or

(k) accounts receivable factoring of Scientific Research and Experimental Development (SR&ED) tax incentive receivables of the Company.”

[SIGNATURE PAGE FOLLOWS]

Agreed and accepted this June 18, 2024.

4